MacKenzie Realty Capital, Inc. 10-Q

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the three months ended September 30, 2024, we issued 83.80 common shares to the Class A unit holders of the Operating Partnership who exercised their option to convert their Class A units to our common shares on a 1:1 conversion ratio. During the three months ended September 30, 2024, we issued 2,000.00 of Series A preferred shares with total gross proceeds of $50,000, 14,260.00 of Series B preferred shares with total gross proceeds of $356,499. We also issued 2,059.14 Series A preferred shares with total gross proceeds of $46,333 under the DRIP related to the Series A preferred and 84.96 Series B preferred shares with total gross proceeds of $1,912 under the DRIP related to the Series B preferred. All such issuances were pursuant to our Regulation A Series A and Series B preferred stock offering. These private placements of our common and preferred shares were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 3(b)(2) and Regulation A thereunder (in the case of our Regulation A offering of preferred shares) or Section 4(a)(2) and Regulation D thereunder (in the case of Operating Partnership unit conversions). On August 26, 2024, in connection with our agreement with Maxim, the Company has issued in a private placement an aggregate amount of 133,000 shares of common stock to Maxim’s affiliate, approximately 1% of the Company’s outstanding stock. The private placement is exempt from registration under the Section 4(a)(2) of the Securities Act, and Regulation D thereunder. The Company is relying, in part, upon representations of the Maxim that it is an accredited investor as defined in Regulation D under the Securities Act. The common stock does not have any conversion rights. Issuer Purchases of Equity Securities None. Item 3. DEFAULTS UPON SENIOR SECURITIES None. Item 4. MINE SAFETY DISCLOSURES Not applicable.